DEF 14A of Flowserve Corp, Apr 2, 2026

DEF 14A of Flowserve Corp

Filed Apr 2, 2026 · FY20250001628280-26-022933

Open on EDGAR

  1. Board Nominees (Page 13)

    Board Nominees (Page 13)

  2. Board Nominees (Page 13)

    | | | | | | JOHN L. GARRISON Independent Chairman Age: 65 Director since 2018 Committees:* Other Public Company Boards: 1 | R. SCOTT ROWE President & CEO, Flowserve Age: 55 Director since 2017 Committees: None Other Public Company Boards: 1 | SUJEET CHAND Independent Age: 68 Director since 2019 Committees: ● Other Public Company Boards: 2 | | | | | | | | RUBY R. CHANDY Independent Age: 64 Director since 2017 Committees: ●● Other Public Company Boards: 2 | CHERYL H. JOHNSON Independent Age: 65 Director since 2023 Committees: ●● Other Public Company Boards: None | MICHAEL C. MCMURRAY Independent Age: 61 Director since 2018 Committees: ● Other Public Company Boards: 1 | | | | | | | | THOMAS B. OKRAY Independent Age: 63 Director since 2023 Committees: ● Other Public Company Boards: 1 | BRIAN D. SAVOY Independent Age: 50 Director since 2026 Committees: ●● Other Public Company Boards: None | ROSS B. SHUSTER Independent Age: 60 Director since 2025 Committees: ●● Other Public Company Boards: None | |

  3. Board Nominees (Page 13)

    *As Chairman of the Board, Mr. Garrison rotates between committee meetings and serves as an alternate committee member for all committees as needed. *Mr. Savoy was appointed to the Board on March 16, 2026.

  4. Board Nominees (Page 13)

    | | Chair | ● | Technology, Innovation and Risk Committee | ● | Corporate Governance and Nominating Committee | | ● | Audit Committee | ● | Organization and Compensation Committee | | Veteran Status |

  5. Board Nominees (Page 13)

    | 2026 PROXY STATEMENT | | 5 |

  6. TABLE OF CONTENTS

    | PAY VERSUS PERFORMANCE | 60 | | CEO PAY RATIO FOR FISCAL YEAR 2025 | 64 | | PROPOSAL TWO: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 65 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 66 | | SECURITY OWNERSHIP OF DIRECTORS AND CERTAIN EXECUTIVE OFFICERS | 67 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 68 | | EQUITY COMPENSATION PLAN INFORMATION | 69 | | DELINQUENT SECTION 16(A) REPORTS | 70 | | PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS OUR INDEPENDENT AUDITOR FOR 2026 | 71 | | OTHER AUDIT INFORMATION | 72 | | Relationship with Independent Registered Public Accounting Firm | 72 | | Audit and Non-Audit Fees and Services | 72 | | Audit Committee Approval Policy | 72 | | REPORT OF THE AUDIT COMMITTEE | 73 | | PROPOSAL FOUR: SHAREHOLDER SAY ON STOCK REPURCHASES | 74 | | GENERAL VOTING AND MEETING INFORMATION | 77 | | Frequently Asked Questions About the Annual Meeting & Proxy Materials | 77 | | ANNEX I: RECONCILIATION OF REPORTED RESULTS TO NON-GAAP FINANCIAL MEASURES | 83 | | ANNEX II: 2025-2027 PEER PERFORMANCE GROUP | 86 |

  7. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Company’s Board currently consists of eleven directors, each of whom will serve his or her entire term and until his or her respective successor has been elected and qualified. As previously announced, Mr. Siegel will not be standing for re-election at the Annual Meeting. In addition, Ms. Delly will be stepping down from the Board at the Annual Meeting after 18 years of dedicated service to the Board and the Company. The Board extends its sincere appreciation to Ms. Delly and Mr. Siegel for their service and significant contributions during their time on the Board. The size of the Board will be reduced automatically to 9 directors effective as of the election of directors at the Annual Meeting. The Board has nominated 9 directors to serve a one-year term until the 2027 annual meeting of shareholders or until their successors have been elected and qualified. All of the nominees listed below were previously elected by shareholders at the 2025 Annual Meeting. Biographical information for each nominee is provided below under the heading “Board of Directors—Biographical Information—Nominees for Election at the 2026 Annual Meeting of Shareholders.” Required Vote and Recommendation: •Our By-Laws mandate that each director be elected under a majority voting standard in uncontested elections. A majority voting standard requires that each director receive more votes “for” his or her election than votes “against” to be elected. •In an uncontested election, any incumbent nominee for director who does not receive an affirmative vote of a majority of the votes cast in favor of or against such nominee must promptly tender his or her resignation after such election. The independent directors of the Board, after giving due consideration to the best interests of the Company and the shareholders, shall evaluate the relevant facts and circumstances, and shall make a decision, within 30 days after the election, on whether to accept the tendered resignation. •Plurality voting will apply to contested elections. The table below summarizes some of the key qualifications and areas of expertise that our Board considered when nominating these individuals.

  8. ELECTION OF DIRECTORS

    | | Rowe | Chand | Chandy | Garrison | Johnson | McMurray | Okray | Savoy | Shuster | | Manufacturing / Operations | • | • | • | • | • | • | • | • | • | | Industry / Product Knowledge | • | • | | • | | | • | | • | | Multinational Operations | • | • | • | • | • | • | • | • | • | | Financial / Accounting | | • | • | | | • | • | • | | | Product Innovation / R&D | | • | • | • | | | • | | • | | Energy / Alternative Energy Markets | • | • | • | • | | • | • | • | • | | Supply Chain | • | • | • | • | | • | • | • | • | | HR / Talent Development | • | | • | • | • | • | • | • | • | | Mergers & Acquisitions | • | | • | • | | • | • | • | • | | Corporate Strategy / Governance | • | • | • | • | • | • | • | • | • |

  9. ELECTION OF DIRECTORS

    | | Manufacturing/ Operations | | Industry/Product Knowledge | | Multinational Operations | | Financial/ Accounting | | Product Innovation/R&D | | | Energy/Alternative Energy Markets | | Supply Chain | | HR/Talent Development | | Mergers & Acquisitions | | Corporate Strategy/ Governance |

  10. ELECTION OF DIRECTORS

    | | The Board recommends that you vote “FOR” the election of all nominees to serve as directors. |

  11. ELECTION OF DIRECTORS

    | 2026 PROXY STATEMENT | | 13 |

  12. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS Board of Directors — Biographical Information

  13. Board of Directors — Biographical Information

    Board of Directors — Biographical Information

  14. Nominees for Election at the 2026 Annual Meeting of Shareholders

    Nominees for Election at the 2026 Annual Meeting of Shareholders

  15. Nominees for Election at the 2026 Annual Meeting of Shareholders

    | John L. Garrison | | | | Independent Chairman since: May 2025 Director since: Oct. 2018 Age: 65 Board Committees: •N/A Current Public Company Directorships: •Stanley Black & Decker, Inc. Past Public Company Directorships: •Azurix Corporation •Terex Corporation | | Employment History •Terex Corporation, a global manufacturer of materials processing machinery and aerial work platforms | President, Chief Executive Officer and Chairman (2015 – retirement in 2024) •Bell Helicopter, a segment of Textron, Inc., and an aerospace manufacturer | President and Chief Executive Officer (2009 – 2015) •United States Army | Captain (1982 – 1992) | | | Other Current Public Company Directorships | | | | | •Stanley Black & Decker, Inc., a global provider of hand tools, power tools, outdoor products and related accessories, and engineered fastening solutions | Director (2024 – Present) | | | Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve | | | | We believe that Mr. Garrison is well qualified to serve as a director due to his extensive leadership in manufacturing and international operations, including his roles as President, Chief Executive Officer, and Chairman at Terex Corporation and President and Chief Executive Officer at Bell Helicopter. Through these roles, Mr. Garrison has had experience leading large multinational industrial manufacturing companies, building strong teams and implementing effective financial strategies that enhance operational performance and support growth. Mr. Garrison’s expertise in operational efficiency, global business management, supply chain optimization, talent development, strategic transactions and organizational governance, all of which are directly relevant to the Board’s oversight and priorities, have provided unique insights as the Company progresses its Flowserve Business System and other strategic initiatives. | |

  16. Nominees for Election at the 2026 Annual Meeting of Shareholders

    | R. Scott Rowe | | | | Director since: Apr. 2017 Age: 55 Board Committees: •N/A Current Public Company Directorships: •Quanta Services, Inc. Past Public Company Directorships: •None | | Employment History •Flowserve Corporation | President, Chief Executive Officer (2017 – Present) •Cameron Group of Schlumberger Ltd., an oilfield services co. | President (2016 – 2017) •Cameron International Corporation, an oilfield services co. | President, Chief Executive Officer (2015 – 2016) •Cameron International Corporation | President, Chief Operating Officer (2014 – 2015) •OneSubsea, a joint venture established by Cameron and Schlumberger | Chief Executive Officer (2014) •Subsea Systems, a division of Cameron | President (2012 – 2014) •Cameron International Corporation | President of the Engineered and Process Valves division (2010 – 2012) •United States Army | Captain (O3) (1993 – 1998) | | | Other Current Public Company Directorships | | | | | •Quanta Services Inc., a leading provider of specialty contracting services | Director (2022 – Present) | | | Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve | | | | We believe that Mr. Rowe is well qualified to serve as a director due to his position as the Company’s President and Chief Executive Officer, which enables him to provide the Board with intimate knowledge of the Company’s day-to-day operations. | |

  17. Nominees for Election at the 2026 Annual Meeting of Shareholders

    | | Manufacturing/ Operations | | Industry/Product Knowledge | | Multinational Operations | | Financial/ Accounting | | Product Innovation/R&D | | | Energy/Alternative Energy Markets | | Supply Chain | | HR/Talent Development | | Mergers & Acquisitions | | Corporate Strategy/ Governance |

  18. Nominees for Election at the 2026 Annual Meeting of Shareholders

    | 14 | | 2026 PROXY STATEMENT |

  19. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS Board of Directors — Biographical Information

  20. PROPOSAL ONE: ELECTION OF DIRECTORS

    | Sujeet Chand | | | | Director since: Dec. 2019 Age: 68 Board Committees: •Audit •Technology, Innovation & Risk — Chair Current Public Company Directorships: •Proto Labs, Inc. •Veeco Instruments Inc. Past Public Company Directorships: •None | | Employment History •Rockwell Automation, Inc., industrial automation manufacturer | Senior Vice President and Chief Technology Officer (2005 – retirement in 2021) •Rockwell Automation, Inc. | Other senior leadership roles (2001 – 2005) •XAP Corporation, an education technology company | Chief Operating Officer (2000 – 2001) •Rockwell Scientific Company, a subsidiary of Rockwell International | Head of research and development (1988 – 2000) | | | Other Current Public Company Directorships | | | | | •Proto Labs, Inc., global digital manufacturer | Director (2017 – Present) •Veeco Instruments Inc., manufacturer of semiconductor process equipment | Director (2021 – Present) | | | Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve | | | | We believe that Mr. Chand is well qualified to serve as a director due to his technology and innovation experience, including with respect to cybersecurity and information technology systems, as well as his electrical engineering background. Mr. Chand earned the CERT Certificate in Cybersecurity Oversight through the NACD Cyber-Risk Oversight Program, demonstrating a commitment to staying current with best practices in cyber risk management. Additionally, Mr. Chand’s deep expertise in product innovation, digital strategy, manufacturing, and multinational operations, developed through his multinational technology leadership experience at Rockwell Automation and XAP Corporation, provide informed oversight and strategic guidance in areas critical to the Board’s responsibilities, including Flowserve’s RedRaven platform and overall cybersecurity program. | |

  21. PROPOSAL ONE: ELECTION OF DIRECTORS

    | Ruby R. Chandy | | | | Director since: May 2017 Age: 64 Board Committees: •Audit •Corporate Governance & Nominating Current Public Company Directorships: •DuPont de Nemours, Inc. •Thermo Fisher Scientific Inc. Past Public Company Directorships: •IDEX Corporation •AMETEK, Inc. | | Employment History •Pall Corporation, a leading supplier of filtration, separation, and purification technologies | President of the Industrial Division (2012 – retirement in 2015) •The Dow Chemical Company, a multinational chemical corporation | Managing Director, Vice President of Dow Plastics Additives unit (2011 – 2012) | | | Other Current Public Company Directorships | | | | | •Thermo Fisher Scientific Inc., a multinational science and technology corporation | Director (2022 – Present) •DuPont de Nemours, Inc., a multinational chemical corporation | Director (2019 – Present) | | | Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve | | | | We believe that Ms. Chandy is well qualified to serve as a director due to her executive management experience, marketing and strategy skills, and relevant experience in industrial companies, including her leadership as President of the Industrial Division at Pall Corporation and as Chief Marketing Officer at the Dow Chemical Company and Rohn and Haas Corporation. Additionally, Ms. Chandy’s extensive engineering and management education, combined with her international business and financial experience, and enterprise risk oversight, provides a valuable perspective on the Company’s operations, product innovation, supply chain management and corporate governance. Ms. Chandy also brings significant board-level expertise gained through many years of service on public company boards. | |

  22. PROPOSAL ONE: ELECTION OF DIRECTORS

    | | Manufacturing/ Operations | | Industry/Product Knowledge | | Multinational Operations | | Financial/ Accounting | | Product Innovation/R&D | | | Energy/Alternative Energy Markets | | Supply Chain | | HR/Talent Development | | Mergers & Acquisitions | | Corporate Strategy/ Governance |

  23. PROPOSAL ONE: ELECTION OF DIRECTORS

    | 2026 PROXY STATEMENT | | 15 |

  24. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS Board of Directors — Biographical Information

  25. PROPOSAL ONE: ELECTION OF DIRECTORS

    | Cheryl H. Johnson | | | | Director since: Oct. 2023 Age: 65 Board Committees: •Technology, Innovation & Risk •Organization & Compensation Current Public Company Directorships: •None Past Public Company Directorships: •None | | Employment History •Caterpillar Inc., a manufacturer of construction and mining equipment, diesel and natural gas engines, industrial turbines and diesel-electric locomotives | Chief Human Resources Officer (2017 – retirement in 2025) •Textron, an industrial manufacturer of specialized vehicles, turf care and fuel systems | Executive Vice President, Human Resources (2012 – 2017) •Bell Helicopter, a segment of Textron, Inc., and an aerospace manufacturer | Director, Talent and Organization Development (2009 – 2012) | | | Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve | | | | We believe that Ms. Johnson is well qualified to serve as a director due to her extensive experience in human resources, with a focus on international manufacturing and operations from her service with Caterpillar Inc., Textron, and Bell Helicopter. Ms. Johnson’s broad talent development experience provides a valuable perspective into the Company’s human capital management program and long-term strategy. | |

  26. PROPOSAL ONE: ELECTION OF DIRECTORS

    | Michael C. McMurray | | | | Director since: Oct. 2018 Age: 61 Board Committees: •Technology, Innovation & Risk •Organization & Compensation — Chair Current Public Company Directorships: •Archer-Daniels-Midland Company Past Public Company Directorships: •None | | Employment History •LyondellBasell, a global plastics, chemicals and refining company | Executive Vice President and Chief Financial Officer (2019 – retirement in 2025) •Owens Corning, a global manufacturer of insulation, roofing and fiberglass composites | Senior Vice President and Chief Financial Officer (2012 – 2019) •Owens Corning | Vice President and Finance Leader of Owens Corning’s Building Materials Group (2011 – 2012) •Owens Corning | Vice President, Investor Relations and Treasurer (2008 – 2011) •Royal Dutch Shell | various leadership roles (1987 – 2008) | | | Other Current Public Company Directorships | | | | | •Archer-Daniels-Midland Company, a publicly traded global agribusiness and food-ingredient company (2026 – Present) | | | Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve | | | | We believe that Mr. McMurray is well qualified to serve as a director due to his extensive financial expertise and knowledge of the global industrial manufacturing industry, the Company’s end markets and the financial markets, which provides valuable insight into the strategic decisions to capitalize on the Company’s growth opportunities. Additionally, Mr. McMurray has valuable experience shaping and leading company strategy and financial performance and driving shareholder returns through multinational financial leadership positions at LyondellBasell and Owens Corning as Chief Financial Officer, and through various leadership positions at Royal Dutch Shell. These experiences, combined with McMurray’s understanding of energy markets, talent development, and mergers and acquisitions, provide informed guidance on the Board’s oversight of complex, multinational operations and long-term strategic planning. | |

  27. PROPOSAL ONE: ELECTION OF DIRECTORS

    | | Manufacturing/ Operations | | Industry/Product Knowledge | | Multinational Operations | | Financial/ Accounting | | Product Innovation/R&D | | | Energy/Alternative Energy Markets | | Supply Chain | | HR/Talent Development | | Mergers & Acquisitions | | Corporate Strategy/ Governance |

  28. PROPOSAL ONE: ELECTION OF DIRECTORS

    | 16 | | 2026 PROXY STATEMENT |

  29. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS Board of Directors — Biographical Information

  30. PROPOSAL ONE: ELECTION OF DIRECTORS

    | Thomas B. Okray | | | | Director since: Oct. 2023 Age: 63 Board Committees: •Audit — Chair •Corporate Governance & Nominating Current Public Company Directorships: •Monro, Inc. Past Public Company Directorships: •None | | Employment History •Nikola Corporation, a global zero-emissions transportation and energy supply and infrastructure solutions company | Chief Financial Officer (2024 – 2025)(1). Nikola filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in February 2025. •Eaton, a multinational intelligent power management technologies company | Executive Vice President and Chief Financial Officer (2021 – 2024) •W. W. Grainger, Inc., a worldwide industrial supply distributor | Senior Vice President and Chief Financial Officer (2018 – 2021) •Advance Auto Parts, an aftermarket automobile parts supplier | Executive Vice President and Chief Financial Officer (2016 – 2018) | | | Other Current Public Company Directorships | | | | | •Monro, Inc., a national operator of retail tire and automotive repair stores | Director (Feb. 2024 – Present) | | | Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve | | | | We believe that Mr. Okray is well qualified to serve as a director due to his strong financial expertise and background in international operations and manufacturing. Mr. Okray has gained valuable strategic and financial expertise through his various executive leadership roles in the manufacturing industry, including as Chief Financial Officer at Nikola Corporation, Eaton Corporation, W. W. Grainger, Inc. and Advanced Auto Parts, Inc. Through these financial leadership positions, Mr. Okray is able to provide guidance and leadership on the Company’s finance and accounting function, corporate strategy, and global operations. | |

  31. PROPOSAL ONE: ELECTION OF DIRECTORS

    (1)Mr. Okray departed from his position as Chief Financial Officer of Nikola Corporation effective as of December 12, 2025.

  32. PROPOSAL ONE: ELECTION OF DIRECTORS

    | Brian D. Savoy | | | | Director since: March 2026 Age: 50 Board Committees: •Audit •Technology, Innovation & Risk Current Public Company Directorships: •None Past Public Company Directorships: •None | | Employment History •Duke Energy Corporation, an energy company | Executive Vice President and Chief Financial Officer (2022 – present) •Duke Energy Corporation | Executive Vice President and Chief Strategy and Commercial Officer (2021 – 2022) •Duke Energy Corporation | Senior Vice President, Chief Transformation & Administrative Officer (2019 – 2021) •Duke Energy Corporation | Senior Vice President, Business Transformation and Technology (2016 – 2019) •Duke Energy Corporation | Vice President, Controller and Chief Accounting Officer (2013 – 2016) •Duke Energy Corporation | Managing Director, Financial Planning & Analysis (2009 – 2013) •Duke Energy Corporation | Vice President and other accounting roles (2001 – 2009) •Deloitte & Touche LLP, a global accounting firm | Manager, Assurance & Advisory Services (1997-2001) | | | Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve | | | | We believe that Mr. Savoy is well qualified to serve as a director due to his extensive financial and strategic leadership experience and his deep knowledge of the power industry. Through his service as Executive Vice President and Chief Financial Officer of Duke Energy Corporation, as well as his prior roles as Executive Vice President and Chief Strategy and Commercial Officer and Chief Transformation and Administrative Officer, Mr. Savoy has developed strong capabilities in financial oversight, capital allocation, strategic planning, and enterprise‑wide transformation. His leadership experience in the power sector, including significant exposure to nuclear and other complex energy operations, provides valuable perspective as the Company continues to expand its presence in priority power and industrial end markets. In addition, Mr. Savoy’s service as a board member and audit committee chair of the Electric Power Research Institute further enhances the Board’s oversight with respect to financial discipline, governance, and long‑term value creation aligned with the Company’s strategic and financial objectives. | |

  33. PROPOSAL ONE: ELECTION OF DIRECTORS

    | | Manufacturing/ Operations | | Industry/Product Knowledge | | Multinational Operations | | Financial/ Accounting | | Product Innovation/R&D | | | Energy/Alternative Energy Markets | | Supply Chain | | HR/Talent Development | | Mergers & Acquisitions | | Corporate Strategy/ Governance |

  34. PROPOSAL ONE: ELECTION OF DIRECTORS

    | 2026 PROXY STATEMENT | | 17 |

  35. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS Board of Directors — Biographical Information

  36. PROPOSAL ONE: ELECTION OF DIRECTORS

    | Ross B. Shuster | | | | Director since: May 2025 Age: 60 Board Committees: •Organization & Compensation •Corporate Governance & Nominating Current Public Company Directorships: •None Past Public Company Directorships: •None | | Employment History •Copeland, a global climate technologies company | Chief Executive Officer and Member of the Board of Directors (2023 – Present) •Howden, a leading global provider of mission critical air and gas handling products and services | Chief Executive Officer & Member of the Board of Directors (2019 – 2023) •United Technologies Corporation, a former multinational manufacturing conglomerate | President, Global Business Unit – Climate Controls & Security (2015 – 2019) •United Technologies Corporation, other regional management positions, including President, Asia – UTC Building & Industrial Systems, President, Asia – UTC Climate, Controls & Security and President, Asia – Carrier Air-Conditioning (2007 – 2015) •Johnson Controls, a global diversified technology and industrial manufacturing company | Vice President and other roles (1992 – 2007) | | | Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve | | | | We believe that Mr. Shuster is well qualified to serve as a director due to his strong background in international operations and manufacturing, as well as his extensive executive leadership experience. Through Mr. Shuster’s roles as Chief Executive Officer at Copeland and Howden, and his leadership roles at United Technologies and Johnson Controls, Mr. Shuster has strong capabilities in operational efficiency, multinational markets, strategic transactions, and organizational governance, providing a valuable perspective on the Company’s long-term objectives. Through these roles, Mr. Shuster also brings unique knowledge of the Company’s end markets and provides guidance related to the Company’s growth in these markets. | |

  37. PROPOSAL ONE: ELECTION OF DIRECTORS

    | | Manufacturing/ Operations | | Industry/Product Knowledge | | Multinational Operations | | Financial/ Accounting | | Product Innovation/R&D | | | Energy/Alternative Energy Markets | | Supply Chain | | HR/Talent Development | | Mergers & Acquisitions | | Corporate Strategy/ Governance |

  38. PROPOSAL ONE: ELECTION OF DIRECTORS

    | 18 | | 2026 PROXY STATEMENT |

  39. Director Compensation

    Director Compensation

  40. 2025 Director Compensation Program

    2025 Director Compensation Program

  41. THE BOARD AND COMMITTEES

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Sujeet Chand | $111,263 | $159,970 | $271,233 | | Ruby R. Chandy | $108,150(3) | $159,970 | $268,120 | | Gayla J. Delly | $115,000 | $159,970 | $274,970 | | John L. Garrison | $219,902(3) | $159,970 | $379,872 | | Cheryl H. Johnson | $120,750(3) | $159,970 | $280,720 | | Michael C. McMurray | $118,132 | $159,970 | $278,102 | | Thomas B. Okray | $125,000 | $159,970 | $284,970 | | David E. Roberts | $127,500 | $159,970 | $287,470 | | Kenneth I. Siegel | $120,750(3) | $159,970 | $280,720 | | Ross B. Shuster(4) | $65,769 | $159,970 | $225,739 | | Carlyn R. Taylor | $10,500 | $159,970 | $170,470 |

  42. Incentive program payouts are aligned with strong financial performance results and robust total shareholder

    Incentive program payouts are aligned with strong financial performance results and robust total shareholder returns achieved in 2025. •Our overall 2025 annual incentive program (“2025 AIP”) paid out at 117% of target for corporate executives. This 2025 payout was aligned with strong execution of the Flowserve Business System generating above target adjusted operating income for Corporate and the Flowserve Pumps Division (“FPD”) and at target adjusted operating income for the Flowserve Flow Control Division (“FCD”). Our customer bookings targets represented a meaningful improvement from 2024 achievement, and while we exceeded our expected threshold performance in FPD, meeting both division targets was challenged by market conditions and fewer large projects. Additionally, progress was made towards our Adjusted Primary Working Capital (“PWC”) as a % of Sales target, but ultimately our divisions did not meet the performance threshold given inventory levels in the first half of the year were higher than planned as we navigated tariffs and a dynamic market environment.

  43. 2025 Annual Incentive Plan Payout (Corporate)

    2025 Annual Incentive Plan Payout (Corporate)

  44. PAYOUT FOR 2025 ANNUAL INCENTIVE PLAN AWARD

    PAYOUT FOR 2025 ANNUAL INCENTIVE PLAN AWARD

  45. PAYOUT FOR 2025 ANNUAL INCENTIVE PLAN AWARD

    | Adjusted Operating Income(1) 50% Weighting | Customer Bookings(2) 30% Weighting | Adjusted PWC as % of Sales(1)(3) 20% Weighting |

  46. PAYOUT FOR 2025 ANNUAL INCENTIVE PLAN AWARD

    200%

  47. Payout

    Payout

  48. Payout

    Payout 0%

  49. Payout

    Payout

  50. $4,713M

    $4,713M 28.8% (1)For more information on these performance metrics and how they are calculated, see “2025 Executive Compensation Decisions – Annual Incentive Plan” beginning on page 39. (2)Customer bookings is calculated as the weighted average of the payout for the customer bookings for our divisions and is not a sum of the attained performance of the divisions. (3)Adjusted PWC as a % of Sales incentivizes efficiency. Lower percentage values indicate higher levels of performance, reflecting an inverse relationship. The Corporate threshold was 28.0%. Actual performance of 28.8% resulted in no payout.

  51. $4,713M

    | Annual Incentive Quantitative Performance Payout: 106% of Target Strategic Goals Modifier: 1.1x for all NEOs Final Annual Incentive Payout: 117% of Target(4) |

  52. $4,713M

    (4)This reflects the payout for NEOs participating in the Corporate AIP. Mr. Duhon and Ms. DeBiasio participate in and Mr. Wilson participated in, annual incentive plans specific to their divisions, which also include division operating income performance metrics. Mr. Duhon earned a 110% final annual incentive payout and Ms. DeBiasio and Mr. Wilson earned an 83% final annual incentive payout. See page 41 for division metrics and performance.

  53. 2023-2025 PSUs Grant Payout

    2023-2025 PSUs Grant Payout

  54. 2023-2025 PSUs Grant Payout

    | Consolidated Flowserve Performance Metrics | Weighting | Threshold 50% Payout | Target 100% Payout | Maximum 200% Payout | Attainment | Payout | | ROIC(1) 2023 | | 7.5% | 9.0% | 10.5% | 140.0% | 200.0% | | 2024 | 50% | 11.0% | 12.6% | 13.9% | 120.6% | 200.0% | | 2025 | | 13.7% | 16-17% | 19.7% | 115.8% | 177.6% | | 3-Year Average ROIC Payout % | | | | | | 192.5% | | | | Threshold 50% Payout | Target 100% Payout | Maximum 200% Payout | | | | Free Cash Flow as a % of Adjusted Net Income(1) 2023 | | 60.0% | 75.0% | 90.0% | 144.1% | 200.0% | | 2024 | 50% | 75.0% | 85.0% | 100.0% | 116.0% | 190.8% | | 2025 | | 80.0% | 90-100% | 110.0% | 110.7% | 152.2% | | 3-Year Average Free Cash Flow Payout % | | | | | | 181.0% | | Total Payout % (Sum of Weighted Payouts to Each Metric) Payout includes +15% adjustment based on Flowserve’s 3-year rTSR, which ranked at the 90th percentile of the 2023 performance peer group | | | | | | 214.8% |

  55. 2023-2025 PSUs Grant Payout

    12.6% 15.2% 19.1% 108.1% 98.6% 105.2% (1)For more information on these performance metrics and how they are calculated, see “2025 Executive Compensation Decisions - Long-Term Incentives,” beginning on page 39.

  56. 2023-2025 PSUs Grant Payout

    | 34 | | 2026 PROXY STATEMENT |

  57. EXECUTIVE COMPENSATION

    (1)Reflects the dividend-adjusted one-month average closing stock price on December 31, 2022 and December 31, 2025. (2)"Target Pay" includes base salary, target annual incentive opportunity and target value of equity awards. "Realizable Pay" includes actual base salary, actual bonuses paid, and the value of outstanding RSU and PSUs based on our December 31, 2025 share price, with 2023 PSUs shown at actual payout and 2024 and 2025 PSUs shown at target.

  58. Good Governance and Compensation Practices Aligned with Shareholder Interests

    | | What We Do | | | What We Don’t Do | | Conduct thorough annual compensation benchmarking and reference the market median when setting total target compensation, with payouts above or below market based on performance outcomes Provide a meaningful percentage of long-term incentives in the form of performance-based compensation Set rigorous performance targets that incentivize progress on our strategic priorities Cap incentive plan payouts | | Maintain comprehensive clawback policies with triggers for financial restatements and officer misconduct and apply to cash and both time- and performance-based equity incentive compensation Maintain robust stock ownership requirements Fully disclose incentive plan targets and results O&C Committee engages an independent compensation consultant Change in control severance plan payments only made in event of a “double trigger” when executive’s employment is terminated | No officer or director hedging or pledging of stock No excise tax or income tax gross ups for Executive Officers except in relocation situations that are applicable to all associates No employment agreements with Executive Officers No excessive perquisites No stock option repricing without shareholder approval No dividend payments on unvested awards | |

  59. Primary Components of Executive Compensation

    | Component | Objective | Key Features | Performance-Based Aspects | | Base Salary | Provide a regular fixed income in recognition of job responsibilities | •Paid in cash •Reviewed annually for adjustments | •Individual performance is a key driver of any adjustments approved by the O&C Committee | | Annual Incentive Plan (AIP) | Motivate executives to achieve/exceed annual Company goals that ultimately drive long-term shareholder value | •Paid in cash •Target award determined as a % of base salary •Payout range is 0% to 200% of target award •Strategic goals payout modifier may increase or decrease payout by +/-15% (to a maximum of 230% of target) | •Payout is fully at risk •Financial and operational performance metrics •Focus on strategic goals •Any earned payout is subject to review and approval by the O&C Committee | | Long-Term Incentive (LTI) | Encourage executives to increase shareholder value over a long-term horizon and retain executives over vesting period | •Target value of awards based on thorough benchmarking to promote competitiveness and alignment with industry standards | •Value of LTI awards vary with changes in share price | | RSUs: Restricted Stock Units | 3-year vesting period | •Settled in stock •Vests ratably | •Focus on stock price and shareholder returns | | PSUs: Performance Stock Units | 3-year performance period | •Settled in stock •Payout range is 0% to 200% of target •Additional payout modifier may increase or decrease the payout by +/-15% (to a maximum of 230% of target) based on relative Total Shareholder Return (“rTSR”) performance, with no positive modifier if absolute TSR is negative | •Payout is fully at risk •Underlying payouts driven by financial performance with the final payout adjusted based on rTSR •Focus on stock price and shareholder returns •Any earned payout is subject to review and approval by the O&C Committee |

  60. The Role of the Independent Compensation Consultant

    The Role of the Independent Compensation Consultant The O&C Committee has retained F.W. Cook as its independent compensation consultant to provide advice regarding executive compensation matters. F.W. Cook generally provides: •Input on the design of our executive compensation program, evolving market practices and the competitiveness of our program; •Market data; and •Input on proposed compensation decisions. F.W. Cook attends all regularly scheduled O&C Committee meetings and calls. The O&C Committee assessed F.W. Cook’s independence under the factors set forth in the SEC’s and NYSE’s rules and concluded that F.W. Cook was independent and that the consultant’s work in 2025 did not raise any conflicts of interest.

  61. Competitive Positioning and Our Compensation Peer Group (“CPG”)

    Competitive Positioning and Our Compensation Peer Group (“CPG”) Each year, the O&C Committee reviews the base salaries, target bonuses and the grant date value of long-term incentive awards for each of our executive officers as compared to those same data elements for similar positions among our CPG. The market data reviewed by the O&C Committee includes publicly available financial and compensation information reported by the CPG companies and general industry survey data, which for 2025 compensation decisions was provided by F.W. Cook and Willis Towers Watson, respectively. The O&C Committee reviews the CPG and survey data to determine the median market compensation level for each executive’s position and then considers this as one factor when setting each executive’s target compensation for the year. Median compensation is used as a reference point for pay recommendations. Target pay varies from the median based on the executive’s industry experience, tenure and performance in their role and at the Company, the role’s strategic value to the Company, internal pay equity among our executives, and any other factors the O&C Committee deems relevant. The CPG is also used more generally when the O&C Committee reviews our compensation program design, including the elements of compensation awarded and the terms and conditions of compensation components.

  62. Our 2025 Compensation Peer Group

    Our 2025 Compensation Peer Group The O&C Committee conducts an annual review of the CPG to determine if any changes are appropriate. In selecting our peers, the O&C Committee solicits input from management and uses research and advice from its independent compensation consultant. The O&C Committee generally seeks to include companies in similar industries and with similar business characteristics (such as revenue and market capitalization) and adequate disclosure of executive compensation practices to help ensure no pay anomalies exist that are inconsistent with Flowserve’s pay practices. To create a more robust CPG, the O&C Committee added Sensata Technologies and Timken Company for 2025. 2025 COMPENSATION PEER GROUP (CPG)

  63. Our 2025 Compensation Peer Group

    | Ametek, Inc. Crane Company Donaldson Company, Inc. Dover Corporation Fortive Corporation IDEX Corporation ITT Inc. Kennametal Inc. Lincoln Electric Holdings, Inc Nordson Corporation | Pentair plc Regal Rexnord Corporation Sensata Technologies Snap-on Incorporated Terex Corporation Timken Company Trinity Industries, Inc. Westinghouse Air Brake Technologies Corp. Woodward, Inc. Xylem Inc. |

  64. Our 2025 Compensation Peer Group

    | 2026 PROXY STATEMENT | | 39 |

  65. Changes to Total Target Compensation for 2025

    | Name/Title | Annual Base Salary (as of 12/31/25) | 2025 AIP Target % of Salary | 2025 LTI Target Grant Value | 2025 Total Target Compensation | % Increase in Total Target Compensation from 2024 | | R. Scott Rowe, CEO | $1,250,000 | 130% | $7,000,000 | $9,875,000 | 9% | | Amy Schwetz, CFO | $800,000 | 100% | $2,100,000 | $3,700,000 | 7% | | Lamar Duhon, Former President FLS Pumps Division | $635,000 | 75% | $1,100,000 | $2,211,250 | 10% | | Alice DeBiasio, President FLS Flow Control Division | $550,000 | 70% | $900,000 | $1,835,000 | N/A | | Susan Hudson, CLO | $525,000 | 70% | $800,000 | $1,692,500 | 10% | | Kirk Wilson, Former President FLS Flow Control Division | $525,000 | 70% | $700,000 | $1,592,500 | 6% |

  66. Rationale for Total Target Compensation Increases

    | Name | Compensation Adjustments | Rationale for Increase | | Mr. Rowe | Increased base salary by 4%, target bonus percentage by 5 percentage points and target LTI by 9% | Market-based adjustments designed to maintain competitiveness of our executive compensation program and reflect strong individual performance by all NEOs. | | Ms. Schwetz | Increased base salary by 4%, target bonus percentage by 10 percentage points and target LTI by 5% | | | Mr. Duhon | Increased base salary by 6%, target bonus percentage by 5 percentage points and target LTI by 10% | | | Ms. DeBiasio | No change; Ms. DeBiasio was hired October, 2025 | | | Ms. Hudson | Increased base salary by 11%, target bonus percentage by 5 percentage points and target LTI by 3% | | | Mr. Wilson | Increased base salary by 5%, target bonus percentage by 5 percentage points and target LTI by 4% | |

  67. Annual Incentive Plan (“AIP”)

    Annual Incentive Plan (“AIP”) Our AIP is designed to incentivize performance on key annual financial and strategic priorities that are critical to our long- term success. Under the AIP, the O&C Committee establishes (i) a target incentive award for each executive expressed as a percentage of salary, (ii) performance metrics for the year, and (iii) target performance levels for each metric. For quantitative metrics, performance results are generally interpolated on a straight-line basis between threshold, target and maximum performance levels (as applicable), and payouts are capped at the applicable maximum.

  68. Annual Incentive Plan (“AIP”)

    | 40 | | 2026 PROXY STATEMENT |

  69. 2025 AIP Structure*

    2025 AIP Structure*

  70. 2025 AIP Structure*

    | | | | | | | | | Target Award | | % Achievement on Quantitative Performance Metrics | | Strategic Goals Payout Modifier +/- 15% | | Final Award Payout |

  71. 2025 AIP Structure*

    *Normal rounding rules apply

  72. Quantitative Performance Metrics

    Quantitative Performance Metrics Working with its independent compensation consultant and management, the O&C Committee approves performance metrics that support key strategies to drive sustainable and profitable growth. Our 2025 AIP design continued to prioritize metrics aligned with our foundational pillars of execution, growth and efficiency. The Flowserve Pumps Division and Flow Control Division utilize the same metrics and weightings, with Adjusted Operating Income from Corporate weighted 25% and division Adjusted Operating Income weighted 25%.

  73. Quantitative Performance Metrics

    | Performance Metric | Relevance | Weightings | | Adjusted Operating Income(1) | Key financial measure that incentivizes margin expansion | 50% | | Customer Bookings(2) | Leading financial indicator of growth | 30% | | Adjusted Primary Working Capital (PWC) as a % of Sales(3) | Key financial measure that promotes focus on efficient use of capital | 20% |

  74. Quantitative Performance Metrics

    (1)For purposes of the 2025 AIP, Adjusted Operating Income excludes from operating income realignment expenses, amortization of step-up in value of inventories and other assets associated with the MOGAS acquisition, and certain other discrete items which may arise, some of which are not captured in Annex I: Reconciliation of Reported Results to Non-GAAP Financial Measures in this Proxy Statement. (2)Customer Bookings is calculated as the weighted average results of customer bookings of our divisions. (3)PWC is defined as accounts receivable, plus net inventories, less accounts payable. Adjusted PWC is defined as PWC plus contract assets, less contract liabilities and other current liabilities associated with revenue contracts with customers. Adjusted PWC as a % of Sales represents the full year four-quarter average Adjusted PWC as a percentage of annual sales.

  75. Strategic Goals Payout Modifier

    Strategic Goals Payout Modifier In 2025, the O&C Committee retained the strategic payout modifier for all NEOs to incentivize progress under the Flowserve Business System pillars that are pivotal for the Company’s long-term growth and transformation strategy, while retaining focus on our fundamental quantitative financial and operational goals. The modifier allows for adjustment of otherwise earned payouts by up to +/- 15% based on accomplishments relative to key objectives in each of the strategic categories shown on page 42. The O&C Committee reviews performance results against the preset strategic objectives to determine the appropriate payout modifier of up to +/- 15%. In exercising discretion, the O&C Committee considers the quality and sustainability of performance and seeks to avoid duplicative adjustments for items already reflected in the calculation of the quantitative metrics.

  76. Quantitative Performance Metrics Targets & Results

    Quantitative Performance Metrics Targets & Results Below is an overview of our performance against the 2025 financial and operational performance metrics. All targets were set in line with our internal business plans and external market guidance and required the same or greater level of effort as in prior years to achieve target performance. The 2025 targets represented organic improvement over 2024 results.

  77. Quantitative Performance Metrics Targets & Results

    | 2026 PROXY STATEMENT | | 41 |

  78. 2025 Annual Incentive Program Payout (Corporate)

    2025 Annual Incentive Program Payout (Corporate)

  79. 2025 Annual Incentive Program Payout (Corporate)

    | Consolidated Flowserve Performance Metrics | Weighting | Threshold 25% Payout | Target 100% Payout | | Maximum 200% Payout | Payout | | Adjusted Operating Income ($MM) | 50% | $545 | $610 | $640 | $690 | 200% | | Customer Bookings | 30% | (Weighted average of FPD & FCD Bookings payouts) | | | | 19% | | Adjusted PWC as a % of Sales | 20% | 28.0% | 27.5% | | 25.7% | 0% | | Total Payout | | | | | | 106% |

  80. 2025 Annual Incentive Program Payout (Corporate)

    $701 - 28.8%

  81. 2025 Annual Incentive Program Payout (Flowserve Pumps Division - Mr. Duhon)

    2025 Annual Incentive Program Payout (Flowserve Pumps Division - Mr. Duhon)

  82. 2025 Annual Incentive Program Payout (Flowserve Pumps Division - Mr. Duhon)

    | Consolidated Flowserve Performance Metrics | Weighting | Threshold 25% Payout | Target 100% Payout | Maximum 200% Payout | Payout | | Adjusted Operating Income (FPD) | 25% | $510 | $580 | $660 | 166% | | Customer Bookings (FPD) | 30% | $3,255 | $3,495 | $3,850 | 28% | | Adjusted PWC as a % of Sales (FPD) | 20% | 26.4% | 25.9% | 24.1% | 0% | | Corporate Adjusted Operating Income | 25% | (See chart above) | | | 200% | | Total Payout | | | | | 100% |

  83. 2025 Annual Incentive Program Payout (Flowserve Pumps Division - Mr. Duhon)

    $632 $3,265 26.7%

  84. 2025 Annual Incentive Program Payout (Flow Control Division - Ms. DeBiasio & Mr. Wilson)

    2025 Annual Incentive Program Payout (Flow Control Division - Ms. DeBiasio & Mr. Wilson)

  85. 2025 Annual Incentive Program Payout (Flow Control Division - Ms. DeBiasio & Mr. Wilson)

    | Consolidated Flowserve Performance Metrics | Weighting | Threshold 25% Payout | Target 100% Payout | | Maximum 200% Payout | Payout | | Adjusted Operating Income (FCD) | 25% | $200 | $220 | $230 | $260 | 100% | | Customer Bookings (FCD) | 30% | $1,495 | $1,603 | | $1,765 | 0% | | Adjusted PWC as a % of Sales (FCD) | 20% | 31.5% | 31.0% | | 29.8% | 0% | | Corporate Adjusted Operating Income | 25% | (See chart above) | | | | 200% | | Total Payout | | | | | | 75% |

  86. 2025 Annual Incentive Program Payout (Flow Control Division - Ms. DeBiasio & Mr. Wilson)

    $229 - $1,448 36.2%

  87. 2025 Annual Incentive Program Payout (Flow Control Division - Ms. DeBiasio & Mr. Wilson)

    | 42 | | 2026 PROXY STATEMENT |

  88. Strategic Goals Payout Modifier

    Strategic Goals Payout Modifier Below are the Company’s 2025 strategic goal categories and key objectives aligned with the Flowserve Business System, as well as accomplishments considered by the O&C Committee in each category:

  89. Strategic Goals Payout Modifier

    | People Excellence | Key objectives: •Develop and deploy the People Excellence model to drive process maturity, engagement, and business outcomes | | The People Excellence model was developed and deployed to strengthen process maturity, foster engagement, and improve business outcomes across the organization. Through enhancements in hiring efficiency, leadership development, employee engagement, and performance management, the team advanced key talent processes and built stronger pipelines for critical roles. These efforts, combined with expanded training and refined job architecture, helped elevate organizational capability and readiness for future growth. | |

  90. Strategic Goals Payout Modifier

    | Operational Excellence | Key objectives: •Drive continuous improvement in our operations to support our customers | | We drove continuous improvement across operations by strengthening information and material flow, inventory flow, and unlocking significant cash for the business. Supply chain reliability increased with higher on‑time delivery, while quality initiatives—including quality training and customer‑focused programs—advanced overall operational maturity. These efforts were supported by world‑class safety performance, reinforcing a strong foundation for delivering better outcomes to customers. | |

  91. Strategic Goals Payout Modifier

    | Portfolio Excellence | Key objectives: •Execute the 80/20 complexity reduction program to drive simplicity across business unit product portfolios •Fully embrace the 80/20 program and make it part of how we do our work; integrate into all product management processes | | We advanced the 80/20 complexity reduction program by streamlining product portfolios across the business units, including significant SKU exits, model reductions, and targeted divestitures. These efforts simplified offerings, strengthened strategic focus, and unlocked meaningful efficiencies—demonstrating full integration of 80/20 principles into product management processes. Complementary growth actions, including portfolio optimization and targeted customer‑focused initiatives, further reinforced a more disciplined and simplified operating model. | |

  92. Strategic Goals Payout Modifier

    | Commercial Excellence | Key objectives: •Develop and deploy the Commercial Excellence model to improve effectiveness and maturity of our commercial functions | | The Commercial Excellence model was developed and deployed to strengthen capability, consistency, and maturity across the commercial organization, establishing clear maturity ladders and to track bookings, margin improvement, and customer engagement. Key initiatives advanced global business development, inside sales expansion, partner enablement, and enterprise account planning, ensuring teams are better equipped with the right tools and processes. Enhanced pricing realization efforts and redesigned sales incentive metrics further aligned incentives with strategic, high‑margin growth objectives - positioning the business for success in 2026. | |

  93. Strategic Goals Payout Modifier

    | Innovation Excellence | Key objectives: •Develop and deploy the Innovation Excellence model to improve effectiveness and maturity of our new product development processes and pipeline | | The Innovation Excellence model was established to strengthen the effectiveness and maturity of new product development. We advanced key initiatives to capture and commercialize, including generating strong aftermarket growth in cryogenic pump services. Foundational customer relationships and a healthy aftermarket pipeline positioned the program for continued progress. | |

  94. Strategic Goals Payout Modifier

    | 2026 PROXY STATEMENT | | 43 |

  95. 2025 Annual Incentive Plan Award Payouts

    2025 Annual Incentive Plan Award Payouts Our alignment of pay and performance is one of the key components of our compensation philosophy. Our 2025 AIP payouts are consistent with our strong execution of the Flowserve Business system and performance. Adjusted Operating Income was strong with both Corporate and FPD attainment above their respective targets and FCD attainment at target. Our customer bookings targets represented a meaningful improvement from 2024 achievement, and while we exceeded our expected threshold performance in FPD, meeting both division targets was challenged by market conditions and fewer large projects. Additionally, progress was made towards our PWC target, but ultimately our divisions did not meet the performance threshold, representing a focused opportunity for 2026.

  96. 2025 AIP Payout Summary

    2025 AIP Payout Summary

  97. 2025 AIP Payout Summary

    | Named Executive Officer | Target Award | Quantitative Performance Goals Payout % | Strategic Goals Payout Modifier | Total Payout a % of Target Award | Final Award | | Mr. Rowe | $1,625,000 | 106% | 1.10x | 117% | $1,901,250 | | Ms. Schwetz | $800,000 | 106% | | 117% | $936,000 | | Mr. Duhon | $476,250 | 100% | | 110% | $523,875 | | Ms. DeBiasio(1) | $84,384 | 75% | | 83% | $70,039 | | Ms. Hudson | $367,500 | 106% | | 117% | $429,975 | | Mr. Wilson | $367,500 | 75% | | 83% | $305,025 |

  98. 2025 AIP Payout Summary

    (1)Reflects pro-rata award opportunity in light of Ms. DeBiasio’s October 2025 hire date.

  99. Long-Term Incentives

    Long-Term Incentives The Company’s long-term incentive ("LTI") program is structured to: •Incentivize participants to achieve the Company’s long-term objectives; •Retain participants to provide continuity of leadership for the benefit of our shareholders; and •Create alignment with long-term interests of the Company’s shareholders.

  100. Long-Term Incentives

    | 44 | | 2026 PROXY STATEMENT |

  101. 2025 Award Structure

    | Target award value divided by stock price at grant equals units granted | | Performance Stock Units: •55% for CEO •50% for all other NEOs | | Payout percentage (based on average annual performance over 3-year performance period and 3-year payout modifier) | | Units payable Stock price at payout determines value at time of payout | | | | Restricted Stock Units: •45% for CEO •50% for all other NEOs | | Vests one-third each year on 1st, 2nd, and 3rd March 1 following grant date | | |

  102. 2025 Award Structure

    The number of units granted in 2025 was determined by dividing the target LTI grant value by the average closing price of the Company’s common stock reported on the NYSE during the 20 trading days ending on February 10, 2025 preceding the grant date of February 13, 2025, which was $62.43. Except for the CEO, the stock units were delivered as 50% in the form of PSUs and 50% in the form of RSUs. The O&C Committee increased the CEO’s 2025 LTI target grant value by $600,000 over the prior year to better align with market pay levels. Mr. Rowe’s 2025 target LTI was delivered 55% in the form of PSUs and 45% in the form of RSUs.

  103. 2025 Performance Stock Unit ("PSU") Grant

    2025 Performance Stock Unit ("PSU") Grant Aligning with our compensation objectives, performance-based stock awards provide a strong incentive for our executives to achieve specific performance goals over the associated performance period to advance our business strategy, build long-term shareholder value and encourage executive retention.

  104. Performance Metrics

    Performance Metrics Working with its independent compensation consultant and management, the O&C Committee approved the below performance measures for the 2025 PSU awards, which support our strategic focus on growth, margin expansion, capital efficiency and shareholder value creation.

  105. Performance Metrics

    | Performance Metric | Weighting | Relevance | Measurement | | ROIC(1) | 50% | Incentivize the responsible and efficient allocation of capital to profitable investments | Absolute attainment for each single year 2025, 2026 and 2027 during the 2025 to 2027 performance period with targets established at the beginning of each year. This approach helps address difficulty in goal setting in an industry with volatile end markets and drives strong performance against pre-set annual goals. Earned payout percentages for each year are averaged to determine the payout percentage at the end of the 3-year performance cycle, if any, for the 2025 PSUs tied to the applicable performance metric. | | FCF as a % of Adjusted Net Income(2) | 50% | Manage the business with a focus on operational efficiency | | | rTSR Payout Modifier +/-15% Potential Adjustment | Applies to all PSUs | Reward outperformance or penalize underperformance compared to the market in which Flowserve competes for investor capital | Relative 3-year TSR compared to the 2025 Performance Peer Group (“PPG”), with no upward adjustment if Flowserve’s absolute TSR over the 3-year performance period is negative. |

  106. Performance Metrics

    (1)ROIC is determined by dividing adjusted net operating profit after taxes ("NOPAT") by average invested capital. NOPAT is calculated by subtracting income taxes and other adjusted items including realignment expense, pension expense in excess of service cost and certain other discrete items which may arise. Average invested capital is the sum of allowance for doubtful accounts, debt and equity minus cash and is a two-year average of these items over the current and prior year periods.

  107. Performance Metrics

    | 2026 PROXY STATEMENT | | 45 |

  108. 2025 ROIC

    2025 ROIC The O&C Committee sets the ROIC goal for each fiscal year at the beginning of the applicable fiscal year. Following the conclusion of the third year, the payout attributable to the ROIC metric for the PSUs then-vesting is determined by averaging the earned payout for each of the three fiscal years in the applicable performance period. In February 2025, the O&C Committee approved the 2025 ROIC goal and payout levels as presented below to cover one-third of each of the 2023, 2024 and 2025 PSU grants.

  109. 2025 ROIC

    | Payout Level | Threshold | Target | Maximum | | Performance Goal | 13.7% | 16% to 17% | 19.7% | | % Attainment of target | 83% | 100% | 119% | | Payout % | 50% | 100% | 200% | | Note: Interpolation is used to calculate the payout % for attainment that falls between payout levels shown above. | | | |

  110. 2025 FCF as a % of Adjusted Net Income

    2025 FCF as a % of Adjusted Net Income For the 2025 PSUs, the O&C Committee sets the FCF goal for each fiscal year at the beginning of the applicable fiscal year. Following the conclusion of the third year, the payout attributable to the FCF metric for the PSUs then-vesting is determined by averaging the earned payout for each of the three fiscal years in the applicable performance period. In February 2025, the O&C Committee approved the 2025 FCF goal and payout levels as presented below to cover one-third of each of the 2023, 2024 and 2025 PSU grants.

  111. 2025 FCF as a % of Adjusted Net Income

    | Payout Level | Threshold | Target | Maximum | | Performance Goal | 80% | 90% to 100% | 110% | | % Attainment of target | 84% | 100% | 116% | | Payout % | 50% | 100% | 200% | | Note: Interpolation is used to calculate the payout % for attainment that falls between payout levels shown above. | | | |

  112. Relative Total Shareholder Return ("rTSR") Payout Modifier

    Relative Total Shareholder Return ("rTSR") Payout Modifier Any earned PSUs under both performance metrics shown above are subject to adjustment based on the Company’s 3-year (2025 - 2027) TSR performance relative to the 2025 PPG, as follows:

  113. Relative Total Shareholder Return ("rTSR") Payout Modifier

    | If Flowserve’s absolute TSR performance falls: | The otherwise earned payout is multiplied by: | | At or above the 75th percentile of the PPG | 115% (unless Flowserve’s absolute TSR is negative, in which case 100% applies) | | Between 55th & 75th Percentile | 107.5% (unless Flowserve’s absolute TSR is negative, in which case 100% applies) | | Between the 45th and 55th percentiles of the PPG | 100% | | Between 25th and 45th Percentile | 92.5% | | At or below the 25th percentile of the PPG | 85% |

  114. 2025 Performance Peer Group ("PPG")

    2025 Performance Peer Group ("PPG") Each of the companies in the S&P 500 Industrials Index as of January 1, 2025 comprise the PPG (see Annex II).

  115. 2025 Performance Peer Group ("PPG")

    | 46 | | 2026 PROXY STATEMENT |

  116. 2025 RSU Grant

    2025 RSU Grant The 2025 RSUs vest ratably over three years on March 1 in each of the three years following the grant date. RSUs not only provide a retention incentive, but they also align the interests of grant recipients with those of shareholders with a focus on stock price and TSR over the vesting period.

  117. SETTLEMENT OF 2023 PERFORMANCE STOCK UNITS

    SETTLEMENT OF 2023 PERFORMANCE STOCK UNITS The PSUs granted in 2023 for the 2023 - 2025 performance period were structured similarly to the 2025 PSUs and paid out as follows:

  118. 2023-2025 ROIC Attainment and Payout %

    2023-2025 ROIC Attainment and Payout % The O&C Committee approved a payout of 192.5% of the target 2023 PSUs granted that were tied to the ROIC performance metric:

  119. 2023-2025 ROIC Attainment and Payout %

    | | ROIC Performance Goal (Target) | Performance Achieved(1) | | Payout % in Accordance with Pre-Established Payout Table | | Year | | Attainment | % Attainment of Goal | | | 2023 | 9.0% | 12.6% | 140.0% | 200.0% | | 2024 | 12.6% | 15.2% | 120.6% | 200.0% | | 2025 | 16-17% | 19.1% | 119.4% | 177.6% | | 3-Year Average ROIC Payout % | | | | 192.5% |

  120. 2023-2025 ROIC Attainment and Payout %

    (1)In determining performance achieved, the O&C Committee determined ROIC by adjusting the following financial statement items consistent with the methodology used for determining all adjusted financials, so that attainment reflects business results over the performance period excluding one-time events as displayed in: Consolidated Operating Income - See Annex I: Reconciliation of Reported Results to Non-GAAP Financial Measures.

  121. 2023-2025 FCF as a % of Adjusted Net Income Attainment and Payout %

    2023-2025 FCF as a % of Adjusted Net Income Attainment and Payout % The O&C Committee approved a payout of 181% of the target 2023 PSUs granted that were tied to the FCF as a % of Adjusted Net Income performance metric:

  122. 2023-2025 FCF as a % of Adjusted Net Income Attainment and Payout %

    | | FCF as a % of Adjusted Net Income Performance Goal (Target) | Performance Achieved(1) | | Payout % in Accordance with Pre-Established Payout Table | | Year | | Attainment | % Attainment of Goal | | | 2023 | 75% | 108.1% | 144.1% | 200.0% | | 2024 | 85% | 98.6% | 116.0% | 190.8% | | 2025 | 90%-100% | 105.2% | 110.7% | 152.2% | | | 3-Year Average FCF Payout % | | | 181.0% |

  123. 2023-2025 FCF as a % of Adjusted Net Income Attainment and Payout %

    (1)Free cash flow conversion is defined as free cash flow (cash flows from operating activities less capital expenditures) divided by adjusted net earnings. Free cash flow conversion is a non-GAAP figure. Free cash flow removes impact from merger termination payment less transaction fees and taxes and one-time impact from legacy asbestos liabilities divestiture.

  124. 2023-2025 FCF as a % of Adjusted Net Income Attainment and Payout %

    | 2026 PROXY STATEMENT | | 47 |

  125. rTSR Payout Modifier

    rTSR Payout Modifier Flowserve’s 3-year TSR of 148.0% was in the 90th percentile of the 2023 PPG (comprised of the companies in the S&P 500 Industrials Index as of January 1, 2023), resulting in a 15% adjustment to the payouts shown above. As a result, our final 2023 PSU payout was as follows:

  126. 2023 PSU Payout Summary

    2023 PSU Payout Summary

  127. 2023 PSU Payout Summary

    | Metric | Weighting | Payout | Weighted Payout | | ROIC | 50% | 192.5% | 96.3% | | FCF as a % of Adjusted Net Income | 50% | 181.0% | 90.5% | | Payout % (Sum of Weighted Payouts for Each Metric) | | | 186.8% | | rTSR Payout Modifier | | | 1.15x | | Total Payout Including rTSR Payout Modifier | | | 214.8% |

  128. 2023 PSU Payout Summary

    No discretionary adjustments were considered or made to the formulaic payouts shown above.

  129. Other Benefits

    | | Plan | Description | Eligible Employee | | Retirement Benefits | 401(k) Plan | Tax-qualified defined contribution plan under which we in 2025 (1) matched 100% of the first 5% of eligible compensation contributed to the plan, and (2) provided a discretionary employer contribution of 1.5% of eligible compensation for all eligible employees | All eligible, non-union U.S. employees | | | Supplemental Retirement Savings Plan (“SRSP”) | Non-qualified supplemental defined contribution plan to maintain competitive benefits; Provides a discretionary employer contribution of 6.5% of each participant’s eligible compensation in excess of applicable IRS limits | Executive officers and U.S. employees that earn compensation in excess of the Internal Revenue Code (“IRC”) 401(a)(17) limit, which was $350,000 for 2025 | | | Qualified Pension Plan | Tax-qualified pension plan | Frozen to new, non-union participants effective January 1, 2024 and frozen to future accruals as of January 1, 2025 | | | Senior Management Pension Plan | Non-qualified defined benefit plan to restore pension benefits that cannot be provided in a qualified plan due to certain employees’ compensation levels | Frozen to new participants effective January 1, 2024 and contribution credits frozen as of January 1, 2025 | | | Supplemental Executive Pension Plan | Non-qualified supplemental defined benefit plan to maintain competitive benefits | Frozen to new participants effective September 1, 2023 | | Other Benefits | Employee Stock Purchase Plan | Allows eligible employees to purchase Flowserve stock through payroll deductions and receive a 15% company match; limited to $25,000 in payroll deductions per year | All non-union U.S. employees | | | Executive Officer Severance Plan | Provides severance benefits in the event of a qualifying termination | Executive officers | | | Change in Control Severance Plan | Provides severance benefits upon a qualifying termination in connection with a change in control of the Company | Senior executives including executive officers | | | Limited personal benefits | Executive physical exam, enhanced vacation and financial counseling with a dedicated advisor. | Senior executives | | | Aircraft and Security | Limited budget of $100,000 for non-business use of the company charter aircraft and $25,000 for personal security benefits | CEO |

  130. Change in Control Severance Plan

    Change in Control Severance Plan Each of the NEOs participates in the Company’s CIC Plan. Benefits under the CIC Plan are triggered if, within two years following a change in control, the NEO is terminated without cause (and not on account of death or disability) or resigns for reasons constituting a “constructive termination.” Benefits are also triggered if a NEO is terminated within the 90-day period immediately prior to a change in control if such termination (i) occurs after the initiation of discussions leading to such change in control and (ii) can be demonstrated to have occurred at the request or initiation of parties to such change in control. The severance benefits provided upon a termination of employment covered under the CIC Plan include:

  131. Change in Control Severance Plan

    | Plan Provision | CEO | Other Participants Including Other NEOs | | Cash Severance(1) | A lump sum payment equal to 3x the sum of the executive’s annual base salary and target AIP award | A lump sum payment equal to a multiple of the executive’s annual base salary and target AIP award as follows: •2.5x for executive vice presidents(2); •2.0x for senior vice presidents and presidents; and •1.5x for vice presidents | | AIP Award | Payment of pro-rata AIP target award | | | Long-Term Incentive Awards | Full vesting at target of each cash (if any) or stock-based long-term incentive award. NEOs have 90 days following the date of employment termination to exercise any vested stock options | | | Life, Medical, Health and Accident Benefits | Company provided coverage for the executive and his or her dependents for a number of months following termination equal to annual severance multiplier used to calculate the cash payment, multiplied by 12 months | | | Supplemental Pension Benefits | Supplemental pension benefits equal to the difference between the amounts the executive would have been entitled to had he or she remained employed through the end of the benefits continuation period and the amounts actually received | |

  132. Change in Control Severance Plan

    (1)For purposes of this calculation, the base salary is the highest of: (i) the highest-annualized monthly base salary during the twelve months preceding the termination; (ii) the base salary in effect on the date of termination; and (iii) the base salary in effect on the date of the change in control. (2)The Company does not currently have any Executive Vice Presidents.

  133. Clawback Policies

    Clawback Policies The Board maintains a Dodd-Frank-aligned Clawback Policy (the “Dodd-Frank Clawback Policy”) designed to comply with the final listing standards adopted by the NYSE to implement Exchange Act Rule 10D-1. Under the Dodd-Frank Clawback Policy, Flowserve will recoup any excess incentive-based compensation earned by an executive officer (including each of our NEOs), on or after October 2, 2023 and during a three fiscal year lookback period, in the event of a financial restatement if a lesser amount of incentive-based compensation would have been earned had such incentive-based compensation been determined based on the restated results, regardless of the presence of any misconduct by the executive officer. For purposes of the Dodd-Frank Clawback Policy, incentive-based compensation includes any compensation granted, earned or vested based in whole or in part on the Company’s attainment of a financial reporting measure. The O&C Committee has also adopted a separate Recoupment of Incentive Compensation Policy (the “Misconduct Clawback Policy”), which applies to officers holding a title of Vice President or higher (including all NEOs). The Misconduct Clawback Policy authorizes the O&C Committee to, in its discretion, seek recoupment: (1) of any excess amounts earned under the AIP or any performance-based long-term incentives (including PSUs) by a covered officer during a three fiscal year lookback period in the event of a financial restatement if it is determined that a lesser amount would have been earned had such compensation been determined based on the restated results, and (2) of any amounts earned under the AIP or any of our equity incentive programs (including both PSUs and time-based RSUs) during the three-year period preceding the discovery of an event the covered officer engages in that constitutes misconduct, including a willful and material violation of our Code of Conduct. These clawback policies continue to reinforce our commitment to integrity and the highest standards of ethical conduct through our compensation program.

  134. Accounting Implications of Executive Compensation

    Accounting Implications of Executive Compensation The Company recognizes compensation expense in our financial statements for all equity-based awards pursuant to the principles set forth in FASB ASC 718, “Compensation—Stock Compensation.” The O&C Committee considered the GAAP accounting implications of the awards in setting the long-term incentive mix and further determined that the mix of RSUs and PSUs was appropriate for 2025.

  135. Equity Grant Timing

    Equity Grant Timing The Company currently grants equity awards to our executive officers at the regularly scheduled O&C Committee and Board meetings in February of each year, with such grants effective on the date of the Board meeting, when awards to our NEOs are typically approved. The Board generally grants director equity awards each year immediately following our annual meeting of shareholders. The Company may also consider and approve interim or mid-year grants, from time to time based on business needs and may change its equity grant practices in the future. Although the Company does not currently grant stock options, eligible U.S. employees may enroll to purchase shares under the terms of our Employee Stock Purchase Plan with monthly purchase dates using payroll deductions accumulated during the prior monthly accumulation period. The Company does not take material non-public information into account when determining the timing and terms of equity awards and has not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  136. Executive Compensation Program Review and Compensation Risk

    | Attribute | Risk-Mitigating Effect | | Emphasis on long-term, equity-based compensation subject to our rigorous Clawback Policies | Discourages risk-taking that produces short-term results at the expense of building long-term shareholder value | | Long vesting requirements •3-year ratable vesting for RSUs •3-year performance period for PSUs | | | AIP and PSU payouts are capped | | | The O&C Committee can exercise discretion in determining AIP payouts | | | Robust stock ownership guidelines | Helps ensure alignment with shareholder interests | | No derivative transactions allowed | | | Independent compensation consultant retained by the O&C Committee | Incentive programs are balanced to reward the accomplishment of appropriate short-term goals that facilitate long-term sustainability and growth for shareholders |

  137. Summary Compensation Table

    Summary Compensation Table The following table sets forth compensation information for 2025, 2024 and 2023 for our Named Executive Officers.

  138. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | | R. Scott Rowe President & Chief Executive Officer | 2025 | 1,236,538 | — | 7,245,114 | 1,901,250 | 227,101 | 304,229 | 10,914,232 | | | 2024 | 1,200,000 | — | 6,672,310 | 2,040,000 | 665,849 | 20,928 | 10,599,087 | | | 2023 | 1,200,000 | — | 6,270,244 | 2,670,000 | 422,246 | 20,996 | 10,583,487 | | Amy B. Schwetz Senior Vice President & Chief Financial Officer | 2025 | 791,654 | — | 2,166,495 | 936,000 | 109,227 | 131,693 | 4,135,069 | | | 2024 | 762,808 | — | 2,082,128 | 941,256 | 253,325 | 32,542 | 4,072,059 | | | 2023 | 734,416 | — | 1,928,159 | 1,062,304 | 163,055 | 37,707 | 3,925,641 | | Lamar L. Duhon Former President, Flowserve Pumps Division | 2025 | 625,038 | — | 1,134,775 | 523,875 | 76,284 | 105,087 | 2,465,059 | | | 2024 | 591,808 | — | 1,041,064 | 686,504 | 179,735 | 32,394 | 2,531,505 | | | 2023 | 527,885 | — | 856,976 | 603,750 | 82,771 | 31,589 | 2,102,970 | | Alice DeBiasio President, Flow Control Division | 2025 | 105,769 | 750,000(5) | 711,595 | 70,039 | — | 39,185 | 926,588 | | Susan C. Hudson Senior Vice President, Chief Legal Officer and Corporate Secretary | 2025 | 509,385 | — | 825,350 | 429,975 | 57,966 | 86,649 | 1,909,325 | | | 2024 | 455,423 | — | 806,818 | 412,828 | 126,491 | 37,785 | 1,839,345 | | | 2023 | 417,538 | — | 696,265 | 490,568 | 80,944 | 30,516 | 1,715,832 | | Kirk R. Wilson Senior Advisor | 2025 | 518,269 | — | 723,714 | 305,025 | 82,192 | 62,517 | 1,691,717 | | | 2024 | 490,308 | — | 702,715 | 354,250 | 213,713 | 16,082 | 1,777,068 | | | 2023 | 459,109 | — | 696,265 | 509,704 | 147,453 | 12,936 | 1,825,467 |

  139. Summary Compensation Table

    (1)Amounts disclosed reflect actual salary payments during 2025. (2)Represents the grant date fair value of long-term equity incentive awards under the Company’s long-term incentive program and, for Messrs. Rowe and Wilson, Company matching grants received under the ESPP, computed in accordance with FASB ASC 718 “Compensation—Stock Compensation”, excluding the impact of forfeitures. Stock awards include annual incentive awards granted in the form of restricted stock units that vest ratably over a three-year period and contingent performance share units. The performance criteria for the 2025 performance share units are described in further detail under the caption “2025 Executive Compensation Decisions—Long-Term Incentives” above. The reported value of the performance share units is computed based on the grant date estimate of compensation cost to be recognized over the three-year period. Payout for the contingent performance awards can range from 0 shares to a maximum of 230% of target (assuming maximum performance and application of the +15% rTSR modifier). Assumptions used in the valuations are discussed in Notes 1 and 8 to the Company’s audited consolidated financial statements for the year ended December 31, 2025 in the Annual Report. The value of the 2025 stock awards are calculated using a price per share of $62.73, the closing market price of the Company’s common stock as reported by the NYSE on February 13, 2025, the date of the grant, with the exception of Ms. DeBiasio’s grant, which was granted on October 28, 2025 and the value was calculated using a price per share of $52.66, the closing market price of the Company’s common stock as reported by the NYSE on October 28, 2025. The table below sets forth each NEO’s long-term equity incentive awards granted in 2025:

  140. Summary Compensation Table

    | Name | Restricted Stock Units (#) | Value of Restricted Stock Units ($) | Performance Share Units Target (#) | Performance Share Units Target ($)(A) | Performance Share Units Maximum (#) | Performance Share Units – Maximum ($)(B) | | R. Scott Rowe | 50,456 | 3,165,105 | 61,669 | 4,075,704 | 141,839 | 8,897,542 | | Amy B. Schwetz | 16,818 | 1,054,993 | 16,818 | 1,111,502 | 38,681 | 2,426,484 | | Lamar L. Duhon | 8,809 | 552,589 | 8,809 | 582,187 | 20,261 | 1,270,954 | | Alice DeBiasio | 13,513 | 711,595 | — | — | — | — | | Susan C. Hudson | 6,407 | 401,911 | 6,407 | 423,439 | 14,736 | 924,396 | | Kirk R. Wilson | 5,606 | 351,664 | 5,606 | 370,501 | 12,894 | 808,828 |

  141. Summary Compensation Table

    | 54 | | 2026 PROXY STATEMENT |

  142. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table sets forth certain information with respect to 2025 plan-based awards granted to the Named Executive Officers during the year ended December 31, 2025.

  143. 2025 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Award(1) | | | Estimated Future Payouts Under Equity Incentive Plan Award(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | R. Scott Rowe | | 345,313 | 1,625,000 | 3,737,500 | — | — | — | — | — | | | 2/13/2025 | — | — | — | 26,209 | 61,669 | 141,839 | — | 4,075,704(4) | | | 2/13/2025 | — | — | — | — | — | — | 50,456(5) | 3,165,105 | | | 1/2/2025 | — | — | — | — | — | — | 10(6) | 554 | | | 2/3/2025 | — | — | — | — | — | — | 13(6) | 831 | | | 3/3/2025 | — | — | — | — | — | — | 10(6) | 554 | | | 4/1/2025 | — | — | — | — | — | — | 11(6) | 554 | | | 5/1/2025 | — | — | — | — | — | — | 13(6) | 577 | | | 6/2/2025 | — | — | — | — | — | — | 12(6) | 577 | | | 7/1/2025 | — | — | — | — | — | — | 11(6) | 577 | | | 8/1/2025 | — | — | — | — | — | — | 1(6) | 81 | | Amy B. Schwetz | | 170,000 | 800,000 | 1,840,000 | — | — | — | — | — | | | 2/13/2025 | — | — | — | 7,148 | 16,818 | 38,681 | — | 1,111,502(4) | | | 2/13/2025 | — | — | — | — | — | — | 16,818(5) | 1,054,993 | | Lamar L. Duhon | | 101,203 | 476,250 | 1,095,375 | — | — | — | — | — | | | 2/13/2025 | — | — | — | 3,744 | 8,809 | 20,261 | — | 582,187(4) | | | 2/13/2025 | — | — | — | — | — | — | 8,809(5) | 552,589 | | Alice DeBiasio | | 17,932 | 84,384 | 194,083 | — | — | — | — | — | | | 10/28/2025 | — | — | — | — | — | — | 13,513 | 711,595(4) | | Susan C. Hudson | | 78,094 | 367,500 | 845,250 | — | — | — | — | — | | | 2/13/2025 | — | — | — | 2,723 | 6,407 | 14,736 | — | 423,439(4) | | | 2/13/2025 | — | — | — | — | — | — | 6,407(5) | 401,911 | | Kirk R. Wilson | | 78,094 | 367,500 | 845,250 | — | — | — | — | — | | | 2/13/2025 | — | — | — | 2,383 | 5,606 | 12,894 | — | 370,501(4) | | | 2/13/2025 | — | — | — | — | — | — | 5,606(5) | 351,664 | | | 1/2/2025 | — | — | — | — | — | — | 2(6) | 115 | | | 2/3/2025 | — | — | — | — | — | — | 3(6) | 173 | | | 3/3/2025 | — | — | — | — | — | — | 2(6) | 115 | | | 4/1/2025 | — | — | — | — | — | — | 2(6) | 115 | | | 5/1/2025 | — | — | — | — | — | — | 3(6) | 121 | | | 6/2/2025 | — | — | — | — | — | — | 2(6) | 121 | | | 7/1/2025 | — | — | — | — | — | — | 2(6) | 121 | | | 8/1/2025 | — | — | — | — | — | — | 2(6) | 121 | | | 9/2/2025 | — | — | — | — | — | — | 3(6) | 182 | | | 10/1/2025 | — | — | — | — | — | — | 2(6) | 121 | | | 11/3/2025 | — | — | — | — | — | — | 2(6) | 121 | | | 12/1/2025 | — | — | — | — | — | — | 2(6) | 121 |

  144. 2025 Grants of Plan-Based Awards

    (1)Under the Annual Incentive Plan, the primary performance measures are internally defined metrics approved by the O&C Committee. The performance criteria for these awards are discussed in “2025 Executive Compensation Decisions—Annual Incentive Plan” above. Actual amounts payable under the Annual Incentive Plan, if any, can range from 25% (Threshold) to 200% (Maximum) of the target amounts for the Named Executive Officers based upon the extent to which performance under the foregoing criteria meets, exceeds or is below the target. In addition, the payment is subject to a strategic goals payout modifier which may increase or decrease the payout by +/-15%. (2)The number of shares listed reflects PSUs granted under the Company’s long-term incentive program that could be earned if the threshold, target, or maximum performance goals are attained. The performance criteria for these awards are discussed in “2025 Executive Compensation Decisions—Long-Term Incentives” above. (3)These amounts represent the fair value, as determined under FASB ASC Topic 718, of the stock awards based on the grant date fair value estimated by the Company for financial reporting purposes, excluding the effect of estimated forfeitures. (4)Represents the fair value on the date of grant of PSUs, excluding the effect of estimated forfeitures and using the Monte Carlo simulation. During the performance period, earned and unearned compensation expense is adjusted based on changes in the expected achievement of the performance targets. (5)The amounts shown reflect the number of annual RSUs granted to each Named Executive Officer under the Company’s long-term incentive plan. (6)The amounts shown reflect shares contributed by the Company as a 15% match to the shares the Named Executive Officer purchased under the Company's ESPP.

  145. 2025 Grants of Plan-Based Awards

    | 56 | | 2026 PROXY STATEMENT |

  146. Outstanding Equity Awards at Year-End 2025

    Outstanding Equity Awards at Year-End 2025 The following table sets forth information with respect to outstanding equity awards held as of December 31, 2025, by the Named Executive Officers.

  147. Outstanding Equity Awards at Year-End 2025

    | Name | Stock Award | | | | | | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(1) ($) | | R. Scott Rowe | 129,000(2) | 8,950,029 | — | — | | | 193,907(3) | 13,453,243 | 206,558(4) | 14,330,974 | | | — | — | 143,619(5) | 9,964,270 | | Amy B. Schwetz | 43,117(6) | 2,991,457 | — | — | | | 58,660(3) | 4,069,818 | 58,598(4) | 4,065,508 | | | — | — | 39,167(5) | 2,717,397 | | Lamar L. Duhon | 21,457(7) | 1,488,678 | — | — | | | 26,072(3) | 1,808,845 | 29,299(4) | 2,032,756 | | | — | — | 20,515(5) | 1,423,328 | | Alice DeBiasio | 13,513(8) | 937,532 | — | — | | | — | — | — | — | | Susan C. Hudson | 16,356(9) | 1,134,799 | — | — | | | 21,182(3) | 1,469,627 | 22,706(4) | 1,575,372 | | | — | — | 14,921(5) | 1,035,220 | | Kirk R. Wilson | 14,170(10) | 983,106 | — | — | | | 21,182(3) | 1,469,627 | 19,775(4) | 1,371,984 | | | — | — | 13,056(5) | 905,798 |

  148. Outstanding Equity Awards at Year-End 2025

    (1)Calculated using a price per share of $69.38, the closing market price of the Company’s common stock as reported by the NYSE on December 31, 2025, the last trading date of the Company’s last completed fiscal year. The RSU and contingent performance share unit amounts include dividend equivalents accrued on the “target” award, which will vest only to the same extent as the underlying award, if at all. (2)29,079 RSUs vested on February 17, 2026 and 41,446 RSUs vested on March 1, 2026, in each case including accrued dividend equivalents. Mr. Rowe’s remaining RSUs vest as follows: 41,446 shares of RSUs on March 1, 2027 and 17,029 RSUs on March 1, 2028. (3)These represent 2023 contingent performance share units under the Company’s long-term incentive program, plus accrued dividend equivalents. The targets set for the 2023 plan were based on: 1) ROIC improvement goals compared to the Company’s long-term ROIC targets; and 2) Free Cash Flow as a percent of net income, including a secondary measure of relative TSR which could increase or decrease the award 15% compared to that of the PPG for the same period. Payouts could range from 0 shares to a maximum of 230% of the target. In February of 2026, these awards were certified based on performance through December 31, 2025 and vested at 214.8% of target on February 12, 2026 and are reflected at such level in the table above. (4)These represent 2024 contingent performance share units under the Company’s long-term incentive program, plus accrued dividend equivalents. The targets set for the 2024 plan are based on: 1) ROIC improvement goals compared to the Company’s long-term ROIC targets; and 2) Free Cash Flow as a percent of net income, including a secondary measure of relative TSR which can increase or decrease the award 15% compared to that of the PPG for the same period. Payouts can range from 0 shares to a maximum of 230% of the target. In accordance with SEC requirements, these contingent performance share units are shown at maximum in this table. (5)These represent 2025 contingent performance share units under the Company’s long-term incentive program, plus accrued dividend equivalents. The targets set for the 2025 plan are based on: 1) ROIC improvement goals compared to the Company’s long-term ROIC targets; and 2) Free Cash Flow as a percent of net income, including a secondary measure of relative TSR which can increase or decrease the award up to 15% compared to that of the PPG for the same period. Payouts can range from 0 shares to a maximum of 230% of the target. In accordance with SEC requirements, these contingent performance share units are shown at maximum in this table.

  149. Outstanding Equity Awards at Year-End 2025

    | 2026 PROXY STATEMENT | | 57 |

  150. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table sets forth certain information with respect to stock options exercised and restricted stock unit vesting during the fiscal year ended December 31, 2025, with respect to the Named Executive Officers.

  151. 2025 Option Exercises and Stock Vested

    | Name | Option Awards | | Stock Award | | | | Number of Shares Acquired on Exercise (#)(1) | Value Realized Upon Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($) | | R. Scott Rowe | 114,943 | 2,518,413 | 156,116 | 9,528,768 | | Amy B. Schwetz | — | — | 47,014 | 2,861,705 | | Lamar L. Duhon | — | — | 17,622 | 1,065,361 | | Alice DeBiasio | — | — | — | — | | Susan C. Hudson | — | — | 13,261 | 791,596 | | Kirk R. Wilson | — | — | 16,764 | 1,024,215 |

  152. 2025 Option Exercises and Stock Vested

    (1)This column reflects the number of shares acquired on exercise of stock options during the fiscal year ended December 31, 2025. (2)This column reflects the difference between the market value of the shares on the date of the exercise and the exercise price of the stock options. (3)The number of shares reported includes shares that were surrendered during the fiscal year ended December 31, 2025, to pay for taxes upon the vesting of restricted stock units and performance share units.

  153. 2025 Option Exercises and Stock Vested

    | 58 | | 2026 PROXY STATEMENT |

  154. 2025 Pension Benefits

    2025 Pension Benefits The following table sets forth certain information as of December 31, 2025, with respect to potential payments under our pension plans for each Named Executive Officer. Please refer to “Executive Compensation—Other Benefits” above for a narrative description of the material factors necessary to an understanding of our pension plans.

  155. 2025 Pension Benefits

    | Name | Plan Name(1) | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | R. Scott Rowe | Qualified—Cash Balance | 8.8 | 194,665 | — | | | Non-Qualified—SMRP | 8.8 | 1,552,092 | — | | | Non-Qualified—SERP | 8.8 | 1,205,672 | — | | Amy B. Schwetz | Qualified—Cash Balance | 5.8 | 109,018 | — | | | Non-Qualified—SMRP | 5.8 | 351,536 | — | | | Non-Qualified—SERP | 5.8 | 398,776 | — | | Lamar L. Duhon | Qualified—Cash Balance | 4 | 71,689 | — | | | Non-Qualified—SMRP | 4 | 123,228 | — | | | Non-Qualified—SERP | 4 | 187,720 | — | | Alice DeBiasio | Qualified—Cash Balance | N/A | — | — | | | Non-Qualified—SMRP | N/A | — | — | | | Non-Qualified—SERP | N/A | — | — | | Susan C. Hudson | Qualified—Cash Balance | 9.7 | 153,895 | — | | | Non-Qualified—SMRP | 9.7 | 90,734 | — | | | Non-Qualified—SERP | 9.7 | 144,043 | — | | Kirk R. Wilson | Qualified—Cash Balance | 38.6 | 468,268 | — | | | Non-Qualified—SMRP | 38.6 | 637,479 | — | | | Non-Qualified—SERP | 38.6 | 383,457 | — |

  156. 2025 Pension Benefits

    (1)The Company sponsors cash balance designed pension plans for eligible employees. Each executive accumulates a notional amount derived from the plan provisions; each Named Executive Officer’s account balances as of December 31, 2025, are presented above. Assumptions used in the valuations are discussed in Note 13 to the Company’s audited consolidated financial statements for the year ended December 31, 2025 in the Annual Report. The SERP was frozen to new participants as of September 2023 and the Qualified Plan and SMRP were frozen to future accruals as of January 1, 2025.

  157. 2025 Nonqualified Deferred Compensation Benefits

    2025 Nonqualified Deferred Compensation Benefits The following table sets forth certain information as of December 31, 2025, with respect to benefits accrued under our Supplemental Retirement Savings Plan (“SRSP”), a non-qualified deferred compensation plan that was first made available to eligible U.S. executives, including each Named Executive Officer effective January 1, 2025. Please refer to “Executive Compensation—Other Benefits” above for a narrative description of the SRSP.

  158. 2025 Nonqualified Deferred Compensation Benefits

    | | Executive Contributions in 2025 ($)(1) | Registrant Contributions in 2025 ($)(1) | Aggregate Earnings in 2025 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate balance at 2025 Year-End ($) | | R. Scott Rowe | — | 193,062 | — | — | 193,062 | | Amy B. Schwetz | — | 89,889 | — | — | 89,889 | | Lamar L. Duhon | — | 62,500 | — | — | 62,500 | | Alice DeBiasio | — | — | — | — | — | | Susan C. Hudson | — | 41,744 | — | — | 41,744 | | Kirk R. Wilson | — | 34,025 | — | — | 34,025 |

  159. 2025 Nonqualified Deferred Compensation Benefits

    (1)Participant contributions to the SRSP are not permitted. The Company provides a discretionary employer contribution to the plan for each year in an amount equal to 6.5% of each participant’s eligible compensation in excess of applicable IRS limits. Although accrued as of December 31, 2025, this amount was credited to the SRSP account for each participant in early 2026.

  160. 2025 Nonqualified Deferred Compensation Benefits

    | 2026 PROXY STATEMENT | | 59 |

  161. Quantification of Potential Payments

    Quantification of Potential Payments The following table sets forth the estimated value of the potential payments to each of the NEOs, other than Mr. Wilson, assuming the executive’s employment had terminated on December 31, 2025, under the scenarios outlined below. The payments made to Mr. Wilson in connection with his termination of employment on January 9, 2026 are described below. For the events of termination involving a change in control, we assumed that the change in control also occurred on December 31, 2025. In addition to the payments set forth in the following tables, the NEOs may receive certain payments upon their termination or a change in control pursuant to our Qualified Pension Plan, SERP, SMRP and SRSP. Previously vested amounts and contributions made to such plans by each NEO are disclosed in the “2025 Pension Benefits” and the “2025 Nonqualified Deferred Compensation Benefits” tables above.

  162. Quantification of Potential Payments

    | | | Payout ($) | | | | | | Triggering Event | Compensation Component | R. Scott Rowe | Amy B. Schwetz | Lamar L. Duhon | Alice DeBiasio | Susan C. Hudson | | Death | Life Insurance (1.5x base salary; third party payment, max $1.5 million) | 1,500,000 | 1,200,000 | 952,500 | 825,000 | 787,500 | | | Immediate vesting of outstanding equity awards(2) | 19,513,178 | 5,940,547 | 2,991,323 | 937,532 | 2,269,839 | | | Total | 21,013,178 | 7,140,547 | 3,943,823 | 1,762,532 | 3,057,339 | | Disability | Short-term and long-term disability benefit to age 65 (third party payment) | 2,814,667 | 3,460,667 | 2,373,333 | 5,448,667 | 3,936,000 | | | Immediate vesting of outstanding equity awards(1) | 19,513,178 | 5,940,547 | 2,991,323 | 937,532 | 2,269,839 | | | Total | 22,327,845 | 9,401,213 | 5,364,656 | 6,386,199 | 6,205,839 | | Retirement | Vesting of outstanding equity awards | — | — | — | | — | | | Total | — | — | — | | — | | Termination Without Cause by the Company Not in Connection with Change in Control | Termination payment (2x base salary) | 2,500,000 | 1,600,000 | 1,270,000 | 1,100,000 | 1,050,000 | | | Termination payment (target annual incentive award) | 1,625,000 | 800,000 | 476,250 | 385,000 | 367,500 | | | Vesting of outstanding equity(2) | 4,892,890 | 1,614,557 | 781,510 | 312,479 | 606,405 | | | Total | 9,017,890 | 4,014,557 | 2,527,760 | 1,797,479 | 2,023,905 | | Change in Control— Termination Without Cause by the Company or Constructive Termination | Termination payment (base salary times applicable multiplier) | 3,750,000 | 1,600,000 | 1,270,000 | 1,100,000 | 1,050,000 | | | Termination payment (target annual incentive award times applicable multiplier) | 4,875,000 | 1,600,000 | 952,500 | 770,000 | 735,000 | | | Immediate vesting of outstanding equity awards(1) | 19,513,178 | 5,940,547 | 2,991,323 | 937,532 | 2,269,839 | | | Supplemental pension benefit | 887,268 | 247,388 | 152,667 | — | 129,889 | | | Health & welfare benefit | 64,881 | 42,713 | 39,012 | 40,116 | 3,006 | | | Excise tax and gross-up payment | — | — | — | | — | | | Total | 29,090,327 | 9,430,648 | 5,405,502 | 2,847,648 | 4,187,734 |

  163. Quantification of Potential Payments

    (1)For equity awards, these amounts are calculated assuming that the market price per share of the Company’s common stock on the date of event was equal to the closing price of the Company’s common stock on December 31, 2025 ($69.38). (2)For equity awards, these amounts were calculated using the treatment set forth under the Executive Officer Severance Plan and using the market price per share of the Company’s common stock on December 31, 2025 ($69.38). The treatment of outstanding equity awards upon a termination of employment without cause not in connection with a change in control is discussed in “2025 Executive Compensation Decisions—Other Benefits” above.

  164. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (as calculated under SEC regulations) and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with Company performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

  165. PAY VERSUS PERFORMANCE

    | PEO = Principal Executive Officer NEO = Named Executive Officer | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table ("SCT") Total for PEO(1) | Compensation Actually Paid (CAP) to PEO(2) | Average SCT Total for Non- PEO NEOs(3) | Average CAP to Non-PEO NEOs(4) | Total Shareholder Return ("TSR")(5) | Peer Group TSR(6) | Net Income ($M)(7) | Adjusted Operating Income(8) | | 2025 | $10,914,232 | $19,310,009 | $2,375,551 | $3,509,485 | $208.76 | $189.03 | $346 | $700 | | 2024 | $10,599,087 | $25,781,556 | $2,554,994 | $4,916,881 | $170.49 | $158.48 | $283 | $514 | | 2023 | $10,583,487 | $15,439,805 | $2,392,478 | $2,962,426 | $120.16 | $135.11 | $187 | $463 | | 2022 | $8,702,893 | $6,339,788 | $2,028,865 | $1,628,059 | $87.51 | $114.42 | $189 | $200 | | 2021 | $12,478,106 | $8,468,743 | $2,420,811 | $1,933,079 | $84.90 | $121.10 | $126 | $284 |

  166. PAY VERSUS PERFORMANCE

    (1)The dollar amounts reported are the amounts in the “Total” column of the Summary Compensation Table in each applicable year. (2)The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to the Summary Compensation total compensation to determine the compensation actually paid for 2025:

  167. PAY VERSUS PERFORMANCE

    | Year | Reported Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Reported Value of Change in Pension(c) | Change in Pension Adjustments(d) | CAP to PEO | | 2025 | $10,914,232 | $(7,245,114) | $15,640,891 | $(227,101) | $227,101 | $19,310,009 |

  168. PAY VERSUS PERFORMANCE

    (a)The reported value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. (b)The valuation assumptions used to determine fair values as of each applicable year-end or vesting date did not materially differ from those used to determine fair value at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  169. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Change from Prior Year End to Vesting Date in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Total Equity Award Adjustments | | 2025 | $8,126,634 | $6,932,676 | $581,581 | $15,640,891 |

  170. PAY VERSUS PERFORMANCE

    (c)The value shown represents the aggregate change in the actuarial present value of accumulated benefits under defined benefit pension plans as reported in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column in the Summary Compensation Table for the applicable year. (d)The change in pension adjustments for each applicable year reflects the service cost attributable to services rendered during the applicable year. (3)The dollar amounts reported represent the average of the amounts reported for the Company’s named executive officers ("NEOs") as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Amy Schwetz, Lamar Duhon, Alice DeBiasio, Susan Hudson, and Kirk Wilson; (ii) for 2024 and 2023, Amy Schwetz, Lamar Duhon, Kirk Wilson and Susan Hudson; (iii) for 2022 and 2021, Amy Schwetz, Elizabeth Burger, Keith Gillespie, and Tamara Morytko; and (iv) for 2020, Amy Schwetz, Elizabeth Burger, Keith Gillespie, Lanesha Minnix and John Roueche.

  171. PAY VERSUS PERFORMANCE

    | 2026 PROXY STATEMENT | | 61 |

  172. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE (4)The dollar amounts reported represent the average amount of “compensation actually paid” to the applicable non-PEO NEOs as a group (as described in footnote (3), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group for each year to determine the compensation actually paid:

  173. PAY VERSUS PERFORMANCE

    | Year | Average Reported SCT Total for non-PEO NEOs | Average Reported Value of Equity Awards(a) | Average Equity Award Adjustments(b) | Average Reported Value of Change in Pension(c) | Average Change in Pension Adjustments(d) | Average CAP to Non-PEO NEOs | | 2025 | $2,375,551 | $(1,112,385) | $2,246,319 | $(65,134) | $65,134 | $3,509,485 |

  174. PAY VERSUS PERFORMANCE

    (a)The average reported value of equity awards represents the average total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year for non-PEO NEOs. (b)The amounts deducted or added in calculating the total average equity award adjustments for non-PEO NEOs are as follows:

  175. PAY VERSUS PERFORMANCE

    | Year | Average Year End Fair Value of Equity Awards Granted in the Year | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Change from Prior Year End to Vesting Date in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Total Average Equity Award Adjustments | | 2025 | $1,272,749 | $907,528 | $66,042 | $2,246,319 |

  176. PAY VERSUS PERFORMANCE

    (c)The value shown represents the average aggregate change in the actuarial present value of accumulated benefits under defined benefit pension plans as reported in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column in the Summary Compensation Table for the applicable year for non-PEO NEOs. (d)The average change in pension adjustments for each applicable year reflects the service cost attributable to services rendered during the applicable year for non-PEO NEOs. (5)Cumulative TSR is calculated by dividing (a) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for all rows in the table is December 31, 2020. (6)The peer group used for this purpose is the S&P 500 Industrials Index. (7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8)Represents the Company’s Adjusted Operating Income as used in determining incentive compensation payouts under the Company’s Annual Incentive Plan. For information on how this is calculated from our audited financial statements, see Annex I: Reconciliation of Reported Results to Non-GAAP Financial Results.

  177. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  178. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all such Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with “compensation actually paid” (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following graphical presentations of the relationships between information presented in the Pay versus Performance table.

  179. Compensation Actually Paid, Cumulative TSR and Cumulative TSR of the Peer Group

    Compensation Actually Paid, Cumulative TSR and Cumulative TSR of the Peer Group

  180. Compensation Actually Paid, Cumulative TSR and Cumulative TSR of the Peer Group

    | 2026 PROXY STATEMENT | | 63 |

  181. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  182. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  183. Compensation Actually Paid and Adjusted Operating Income

    Compensation Actually Paid and Adjusted Operating Income

  184. Compensation Actually Paid and Adjusted Operating Income

    | 64 | | 2026 PROXY STATEMENT |

  185. CEO PAY RATIO FOR FISCAL YEAR 2025

    CEO PAY RATIO FOR FISCAL YEAR 2025

  186. Pay Ratio

    Pay Ratio Our CEO to median-compensated employee pay ratio has been calculated in accordance with the applicable rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Mr. Rowe had 2025 total compensation of $10,914,232, which reflects the total compensation reported in the “Summary Compensation Table” in this proxy statement. Our median employee’s annual total compensation for 2025 was $74,349, calculated using the same methodology as used in the calculation of our CEO’s compensation discussed above. As a result, the annual total compensation for our CEO in 2025 was approximately 147 times that of our median employee’s annual total compensation.

  187. Director Nominees for Inclusion in the 2027 Proxy Statement (Proxy Access)

    Director Nominees for Inclusion in the 2027 Proxy Statement (Proxy Access) In order for an eligible shareholder or group of shareholders to nominate a director nominee for election at our 2027 Annual Meeting of shareholders pursuant to the proxy access provision of our By-Laws, the shareholder must submit notice of such nomination and other required information in writing to the Corporate Secretary. Such notice must be addressed to the Corporate Secretary and delivered to or mailed to and received by the Corporate Secretary between November 3, 2026 and December 3, 2026. If, however, the 2027 Annual Meeting is held more than 30 days before or more than 60 days after the anniversary of the 2026 Annual Meeting, the shareholder must submit any such notice and other required information between (i) 150 calendar days prior to the 2027 Annual Meeting and (ii) the later of 120 calendar days prior to the 2027 Annual Meeting or 10 days following the date on which the date of the 2027 Annual Meeting is first publicly announced. The nomination and supporting materials must also comply with the procedures and requirements set forth in our By-Laws for inclusion of director nominees in the proxy statement.